DEF: DXP Enterprises Sets 2026 Annual Meeting Agenda

Sentiment:

Definitive Proxy Statement 30 April 2026 5:18 PM

DXP Enterprises, Inc. announces its 2026 Annual Meeting of Shareholders to address director elections, executive compensation, and auditor ratification, following a strong fiscal year 2025 performance.

Better than expectedRecord Sales of approximately $2.0 billion were achieved in fiscal year 2025.Record Adjusted EBITDA of $225.3 million was achieved in fiscal year 2025.Sales grew 11.0% and Adjusted EBITDA grew 18.0% compared to fiscal year 2024.Return on Invested Capital (ROIC) for fiscal year 2025 was a robust 39.2%.Total Shareholder Return (TSR) of $487 (from a $100 investment) significantly outperformed the peer group TSR of $157 in 2025.

Summary

The Annual Meeting of Shareholders will be held on Friday, June 12, 2026, at 10:00 a.m. Central Time, at the Company's principal executive offices in Houston, Texas.
Shareholders will vote on the election of six board of director nominees.
An advisory, non-binding resolution will be presented for approval of the compensation of the Named Executive Officers (NEOs).
Shareholders will also vote on the ratification of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2026.
Fiscal year 2025 saw DXP achieve record Sales of approximately $2.0 billion and record Adjusted EBITDA of $225.3 million.
Sales grew 11.0% and Adjusted EBITDA grew 18.0% compared to fiscal year 2024.
The company completed six acquisitions, investing $61.7 million, and returned $17.0 million in capital to shareholders via share repurchases in fiscal year 2025.
Return on Invested Capital (ROIC) for fiscal year 2025 was 39.2%.
The CEO's 2025 annual total compensation was $4,594,369, with a CEO pay ratio of 66:1 compared to the median employee.

Sentiment

Score: 9

Explanation: StockSavvy.ai views this as a highly positive filing, reflecting strong financial performance in 2025 with record sales and EBITDA, robust ROIC, and a clear strategic direction, all supported by sound corporate governance.

Positives

Achieved record Sales of approximately $2.0 billion and record Adjusted EBITDA of $225.3 million in fiscal year 2025.
Experienced significant growth with Sales increasing 11.0% and Adjusted EBITDA increasing 18.0% compared to fiscal year 2024.
Demonstrated strong capital efficiency with a Return on Invested Capital (ROIC) of 39.2% for fiscal year 2025.
Actively pursued strategic growth through acquisitions, completing six and investing $61.7 million in fiscal year 2025.
Returned capital to shareholders, repurchasing $17.0 million in shares during fiscal year 2025.
Maintains a robust corporate governance framework with a majority of independent directors and all Board committees composed solely of independent directors.
Engages in active shareholder outreach and engagement, incorporating feedback into governance and compensation decisions.
Executive compensation programs are designed to be performance-based, with approximately 82% of the CEO's and 65% of other NEOs' compensation linked to performance in 2025.
Received strong shareholder support (over 91% of votes cast) for the Say-on-Pay resolution at the 2025 Annual Meeting.
Committed to Environmental, Social, and Governance (ESG) matters, including energy conservation, waste reduction, diversity and inclusion, and responsible corporate governance.

Risks

Risk is inherent in every business, and DXP faces many risks of varying size and intensity, which management is responsible for day-to-day management of, under Board oversight.
Cyber insurance maintained by the company may not be sufficient in type or amount to cover claims related to security breaches, cyber-attacks, and other related breaches.
The Board's assessment indicates that compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on DXP.

Future Outlook

The company plans to grow sales by adapting to evolving business-to-business industrial customer preferences through price, product, service, and technology differentiation. It aims to leverage its scale by optimizing business segments with technology, shared services, and best practices to achieve cost efficiencies. Capital allocation priorities include investing in acquisitions and organic growth, managing debt, and returning cash to shareholders via share repurchases.

Management Comments

"You are cordially invited to attend the Annual Meeting of Shareholders of DXP Enterprises, Inc. to be held at 10:00 a.m., Central Time, on Friday, June 12, 2026 at the Company's principal executive offices located at 5301 Hollister St., Houston, Texas 77040." David R. Little, Chairman of the Board, President and Chief Executive Officer
"DXP Enterprises, Inc. works to conduct business in ways that are principled, transparent, and accountable to our shareholders and other key stakeholders. We believe doing so generates long-term value."
"In fiscal year 2025, DXP achieved record Sales and Adjusted EBITDA."
"During fiscal year 2025, DXP remained focused on growing its business in the near-term while continuing to invest in long-term growth."
"Our employees are our greatest asset, and each employee plays an important role in the success of our Company and its overall business."

Industry Context

StockSavvy.ai notes that DXP Enterprises' focus on strategic acquisitions and organic growth aligns with broader industrial distribution trends where scale and diversified offerings are key competitive advantages. The emphasis on technology, shared services, and supply chain optimization reflects an industry-wide push for efficiency and resilience, especially post-pandemic. The strong ROIC of 39.2% suggests effective capital deployment in a competitive industrial supplies market.

Comparison to Industry Standards

DXP's Total Shareholder Return (TSR) of $487 (based on a $100 investment) for 2025 significantly outperformed the peer group TSR of $157, which consists of the Dow Jones U.S. Industrial Suppliers Index (DJUSDS), NASDAQ Industrial Index (^INDS), and S&P 400 Index (SP400).
The company's Return on Invested Capital (ROIC) of 39.2% for fiscal year 2025 is a strong indicator of efficient capital utilization, likely outperforming many peers in the industrial distribution sector, which typically see ROIC in the mid-to-high teens.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition Focus	Board refreshment remains a focus, evidenced by additions of Karen Hoffman and Kent Yee in 2021, Joseph R. Mannes in 2020, and David Patton in 2016.	Ongoing	Enhances board diversity of experience and skills, contributing to robust oversight.
Committee Independence	All committees of the Board (Audit, Compensation, IT and Cybersecurity, Nominating and Governance) are comprised exclusively of independent directors.	Ongoing	Strengthens independent oversight and reduces potential conflicts of interest in key governance areas.
Director Election Structure	All directors are elected annually, and bylaws provide for majority voting in uncontested director elections, effective January 1, 2022.	January 1, 2022	Increases accountability of directors to shareholders and promotes responsiveness to shareholder concerns.
Risk Oversight Framework	The Board is responsible for overseeing DXP's risk management, with regular reviews of policies and practices, and specific delegation of risk oversight to committees (e.g., IT and Cybersecurity Committee for cybersecurity risk).	Ongoing	Ensures comprehensive and specialized oversight of various risk categories, enhancing company resilience.
Executive Sessions	Independent directors regularly meet in private executive sessions without management present, chaired by the Audit Committee Chair.	Ongoing	Fosters open discussion among independent directors and strengthens their ability to provide objective oversight.
Shareholder Engagement	Maintains a long-standing active shareholder outreach and engagement program, with feedback summarized and discussed with the Board and management.	Ongoing	Improves responsiveness to shareholder concerns and informs governance and executive compensation decisions.
Code of Conduct and Ethics	Adopted a Code of Conduct for directors, officers, and employees, and a Code of Ethics for Senior Financial Officers.	Ongoing	Establishes clear ethical standards and promotes integrity across the organization.
Restricted Transactions Policy	Prohibits directors and executive officers from engaging in speculative transactions (puts, calls, short selling) in Company securities.	Ongoing	Reduces potential for conflicts of interest and promotes alignment with long-term shareholder value.
Pledging Limitation Policy	Restricts directors and executive officers from pledging shares or holding them in margin accounts, with a total limit of 10% of outstanding Common Stock and CFO approval required.	Ongoing	Mitigates risks associated with excessive pledging of company stock by insiders, protecting shareholder interests.
Clawback Policy	Adopted a clawback policy for incentive-based compensation in the event of financial restatements due to material noncompliance or misconduct.	Ongoing	Enhances accountability of executives for financial reporting accuracy and discourages misconduct.

Related Party Transactions

The Company incurred approximately $2.3 million in lease expenses to entities controlled by the Company's Chief Executive Officer and his family for the year ended December 31, 2025.
Nicholas Little, Senior Vice President/Chief Operating Officer and son of David Little, earned $1,611,261 during 2025.
Paz Maestas, Senior Vice President/Chief Marketing & Technology Officer and son-in-law of David Little, earned $1,018,949 during 2025.
Matt Gentle, President, Metal Working Product & Air Compressors and son-in-law of David Little, earned $837,524 during 2025.

Stakeholder Impact

Shareholders: Will vote on key governance matters including director elections, executive compensation, and auditor ratification. Benefit from strong financial performance and capital returns via share repurchases. Active engagement program ensures their views are considered.
Employees: Benefit from broad-based benefits programs (health, dental, disability, life insurance, 401(k) match, paid vacation) and compensation policies designed to attract, retain, and motivate talent.
Customers: Expected to benefit from the company's strategic focus on growing sales through product, service, and technology differentiation, aiming to meet evolving preferences.
Suppliers: Potentially impacted by the company's strategy to leverage scale and optimize its supply chain, which may influence purchasing power and relationships.
Creditors: Impacted by the company's disciplined capital allocation strategy, which includes managing debt, suggesting a focus on financial health and stability.

Next Steps

Shareholders will attend the Annual Meeting on June 12, 2026, to vote on proposals.
Six board of director nominees are to be elected at the Annual Meeting.
Shareholders will cast an advisory vote on Named Executive Officer compensation.
The appointment of PricewaterhouseCoopers, LLP as the independent registered public accounting firm for fiscal year 2026 is subject to shareholder ratification.
The company plans to continue its strategy of growing sales, leveraging scale, and disciplined capital allocation, including acquisitions and share repurchases.
The Compensation Committee will continue to review and potentially improve the executive compensation program.

Key Dates

Date	Description
1975	David R. Little began employment with SEPCO Industries, Inc., predecessor to DXP.
1986	David R. Little acquired a controlling interest in SEPCO Industries, Inc.
July 26, 1996	DXP Enterprises, Inc. was formed as a for-profit corporation.
July 17, 1998	Amendment effective for Common Stock conversion (1:0.5 split).
July 2001	Timothy P. Halter joined the Board of Directors.
January 1, 2004	Employment agreement with David R. Little became effective.
August 2005	Kent Yee joined Stephens Inc.'s Industrial Distribution and Services team.
May 2010	John J. Jeffery appointed Senior Vice President of Supply Chain Services.
March 2011	Kent Yee joined DXP as Senior Vice President Corporate Development.
July 2016	David Patton joined the Board of Directors.
June 2017	Kent Yee appointed Senior Vice President/Chief Financial Officer.
March 2018	Chris Gregory appointed Senior Vice President and Chief Information Officer.
February 2020	Joseph R. Mannes joined the Board of Directors.
January 2021	Nick Little appointed Senior Vice President/Chief Operating Officer.
January 2021	Paz Maestas appointed Senior Vice President/Chief Marketing & Technology Officer.
April 2021	Kent Yee joined the Board of Directors.
November 2021	Karen Hoffman joined the Board of Directors.
January 1, 2022	Bylaws provide for majority voting in uncontested director elections.
May 2023	David Molero Santos joined the Company and was appointed Vice President/Chief Accounting Officer.
December 2024	David Patton retired as partner at Locke Lord LLP.
April 29, 2025	BlackRock, Inc. filed Schedule 13G/A.
August 12, 2025	Wellington Management Group LLP filed Schedule 13G/A.
October 9, 2025	Dimensional Fund Advisors LP filed Schedule 13G/A.
December 5, 2025	FMR LLC filed Schedule 13G/A.
December 31, 2025	End of fiscal year for financial statements presented in the proxy.
February 26, 2026	Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with the SEC.
April 21, 2026	Record Date for shareholders entitled to vote at the Annual Meeting.
April 30, 2026	Date of the Letter from CEO and Notice of Annual Meeting.
May 8, 2026	Proxy statement and annual report to be made available to shareholders.
June 12, 2026	Annual Meeting of Shareholders at 10:00 a.m. Central Time.
January 8, 2027	Deadline for shareholder proposals to be included in DXP's proxy statement for the 2027 Annual Meeting.
February 12, 2027	Beginning of window for shareholder notice of proposals or nominations for the 2027 Annual Meeting.
March 14, 2027	End of window for shareholder notice of proposals or nominations for the 2027 Annual Meeting.
April 13, 2027	Deadline for notice of solicitation of proxies in support of director nominees (Rule 14a-19) for the 2027 Annual Meeting.

Recommendation

hold

This filing is a definitive proxy statement, primarily detailing corporate governance, executive compensation, and proposals for the upcoming annual meeting. While it highlights strong past financial performance for fiscal year 2025 (record sales, EBITDA, high ROIC), this information would have been previously disclosed in the company's 10-K. The proposals are routine for an annual meeting, and there are no new material strategic announcements or significant changes that would warrant an immediate 'buy' or 'sell' action based solely on this document. The company appears well-managed with sound governance and a consistent strategy, suggesting a 'hold' for existing investors.

Keywords

DXP Enterprises, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, SEC Filing, Shareholder Vote, Board of Directors, Financial Performance, Acquisitions, Share Repurchases, EBITDA, Sales Growth, Return on Invested Capital, PricewaterhouseCoopers, Risk Management, Cybersecurity, ESG

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